Check the appropriate box to designate the
rule pursuant to which this Schedule 13G is filed:
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No.
683416101
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(1) Names
of Reporting Persons
Park
West Asset Management LLC
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(
2
)
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Citizenship
or Place of Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With:
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(5) Sole Voting Power
915,661*
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(6)
Shared Voting Power
0
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(7)
Sole Dispositive Power
915,661*
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(8)
Shared Dispositive Power
0
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(9) Aggregate
Amount Beneficially Owned by Each Reporting Person
915,661*
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(10) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ]
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(
11
)
Percent
of Class Represented by Amount in Row (9)
5.1%*
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(12) Type
of Reporting Person (See Instructions)
IA
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* Beneficial ownership percentage is based upon 17,990,515 shares of common stock, $0.0001 par value per
share (“Common Stock”), of Ooma, Inc., a Delaware corporation (the “Company”), issued and outstanding as
of January 1, 2017, based on information reported by the Company in its prospectus supplement, dated and filed with the Securities
and Exchange Commission on January 13, 2017. Park West Asset Management LLC (“PWAM”) is the investment manager to Park
West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and Park West Partners International,
Limited, a Cayman Islands exempted company (“PWPI” and, collectively with PWIMF, the “PW Funds”), and Peter
S. Park (“Mr. Park” and, collectively with PWAM, the “Reporting Persons”) is the sole member and manager
of PWAM. As of January 13, 2017, PWIMF held 807,734 shares of Common Stock and PWPI held 107,927 shares of Common Stock of the
Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially
own the 915,661 shares of Common Stock held in the aggregate by the PW Funds, or approximately 5.1% of the shares of Common Stock
deemed to be issued and outstanding as of January 13, 2017.
CUSIP
No. 683416101
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|
(1) Names
of Reporting Persons
Peter
S. Park
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|
(
2
)
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Citizenship
or Place of Organization
United States of America
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Number of Shares Beneficially Owned by Each Reporting Person With:
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(5) Sole Voting Power
915,661*
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(6)
Shared Voting Power
0
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(7)
Sole Dispositive Power
915,661*
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(8) Shared Dispositive Power
0
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(9) Aggregate
Amount Beneficially Owned by Each Reporting Person
915,661*
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|
(10) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ]
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(
11
)
Percent
of Class Represented by Amount in Row (9)
5.1%*
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(12) Type
of Reporting Person (See Instructions)
IN
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* Beneficial ownership percentage is based upon 17,990,515
shares of common stock, $0.0001 par value per
share (“Common Stock”), of Ooma, Inc., a Delaware corporation (the “Company”), issued and outstanding as
of January 1, 2017, based on information reported by the Company in its prospectus supplement, dated and filed with the Securities
and Exchange Commission on January 13, 2017. Park West Asset Management LLC (“PWAM”) is the investment manager to Park
West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and Park West Partners International,
Limited, a Cayman Islands exempted company (“PWPI” and, collectively with PWIMF, the “PW Funds”), and Peter
S. Park (“Mr. Park” and, collectively with PWAM, the “Reporting Persons”) is the sole member and manager
of PWAM. As of January 13, 2017, PWIMF held 807,734 shares of Common Stock and PWPI held 107,927 shares of Common Stock of the
Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially
own the 915,661 shares of Common Stock held in the aggregate by the PW Funds, or approximately 5.1% of the shares of Common Stock
deemed to be issued and outstanding as of January 13, 2017.
Item 1(a). Name Of Issuer.
Ooma, Inc. (the “Company”)
Item 1(b). Address of Issuer’s Principal
Executive Offices.
1880 Embarcadero Road
Palo Alto, CA 94303
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Item 2(a). Name of Person Filing.
This report on Schedule
13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset Management LLC (“PWAM”), a Delaware
limited liability company and the investment manager to (a) Park West Investors Master Fund, Limited (“PWIMF”), a Cayman
Islands exempted company that is the holder of 807,734 shares of common stock, $0.0001 par value per share (“Common Stock”)
of the Company reported on this Schedule 13G, and (b) Park West Partners International, Limited (“PWPI” and, collectively
with PWIMF, the “PW Funds”), a Cayman Islands exempted company that is the holder of 107,927 shares of Common Stock
reported on this Schedule 13G; and (ii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park” and, collectively
with PWAM, the “Reporting Persons”).
The 915,661 shares of Common
Stock held in the aggregate by the PW Funds, which constitute approximately 5.1% of the shares of Common Stock deemed to be outstanding
as of January 13, 2017, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI,
and (y) indirectly by Mr. Park, as the sole member and manager of PWAM.
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Item 2(b). Address of Principal
Business Office or, if None, Residence.
The address for the Reporting
Persons is: 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.
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Item 2(c). Citizenship.
PWAM is
organized under the laws of the State of Delaware. Mr. Park is a citizen of the United States.
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Item
2(d). Title of Class of Securities.
Common Stock, $0.0001 par value per share.
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Item
2(e). CUSIP No.
683416101
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Item 3.
If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership.
As
reported in the cover pages to this report, the ownership information with respect to each of PWAM and Mr. Park is as follows:
(a) Amount Beneficially
Owned:
915,661*
(b) Percent of Class:
5.1
%*
(c) Number of Shares
as to which the person has:
(i) sole
power to vote or to direct the vote
915,661*
(ii) shared
power to vote or to direct the vote 0
(iii) sole
power to dispose or to direct the disposition of
915,661*
(iv) shared
power to dispose or to direct the disposition of 0
____________________________________________________________________________
* This Schedule 13G is being jointly filed
by (i) PWAM, a Delaware limited liability company and the investment manager to (a) PWIMF, a Cayman Islands exempted company that
is the holder of 807,734 shares of Common Stock of the Company, as reported on this Schedule 13G, and (b) PWPI, a Cayman Islands
exempted company that is the holder of 107,927 shares of Common Stock of the Company, as reported on this Schedule 13G; and (ii)
Mr. Park, as the sole member and manager of PWAM.
The 915,661 shares of Common Stock held in the aggregate by the PW Funds, which constitute approximately 5.1%
of the shares of Common Stock deemed to be outstanding as of January 13, 2017, may be deemed to be beneficially owned (x) indirectly
by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM. The
foregoing beneficial ownership percentage is based upon 17,990,515 shares of Common Stock of the Company issued and outstanding
as of January 1, 2017, based on information reported by the Company in its prospectus supplement, dated and filed with the Securities
and Exchange Commission on January 13, 2017.
Item 5. Ownership of Five Percent or Less
of a Class.
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: [ ]
Item 6.
Ownership of More Than Five
Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable.
Item 8. Identification and Classification
of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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January 23,
2017
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PARK WEST ASSET MANAGEMENT LLC
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By:
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/s/
Grace Jimenez
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Name: Grace Jimenez
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Title: Chief Financial Officer
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/s/ Peter S. Park
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Peter S. Park
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Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C.
1001)
Exhibit Index
Exhibit
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Page
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A. Joint Filing Agreement, dated as of
January 23, 2017, by and between Park West Asset Management LLC and Peter S. Park.
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11
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Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named
below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to
the shares of common stock, $0.0001 par value per share, of Ooma, Inc., a Delaware corporation, and further agree that this Joint
Filing Agreement be included as Exhibit A to such Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement
this 23rd day of January, 2017.
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/s/ Peter S. Park
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Peter S. Park
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PARK WEST ASSET MANAGEMENT LLC
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By:
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/s/
Grace Jimenez
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Name: Grace Jimenez
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Title: Chief Financial Officer
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